Xingye Copper : Announcements and Notices NOTICE OF EXTRAORDINARY GENERAL MEETING

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

XINGYE COPPER INTERNATIONAL GROUP LIMITED 興 業 銅 業 國 際 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 505)

NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Xingye Copper International Group Limited (the "Company") will be held at No. 68, Jin Xi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the People's Republic of China on Friday, 27 May 2016 at 3:30 p.m. (or so soon thereafter as the annual general meeting of the Shareholders convened to be held at 3:00 p.m. on the same date and at the same place shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as ordinary resolution of the Company: ORDINARY RESOLUTION

1. "THAT the existing share option scheme of the Company adopted on 1 December 2007 be and is hereby terminated, and subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares of HK$0.10 each in the capital of the Company which may fall to be issued pursuant to the new share option scheme (a copy of which is produced to the meeting marked "A" and signed by the Chairman of this meeting for the purpose of identification) (the "New Share Option Scheme"), the New Share Option Scheme be and is hereby approved and adopted by the Company and the board of directors of the Company be and are hereby authorized to grant

options and to allot, issue and deal with the shares pursuant to the exercise of any option granted thereunder and to take such steps and do such acts and to enter into such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme."

By order of the Board

Xingye Copper International Group Limited Hu Changyuan

Chairman

Hong Kong, 6 May 2016

Notes:

1. Every shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote in his/her stead. A shareholder who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.

2. In order to be valid, the proxy form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof.

3. The proxy form for use at the EGM is enclosed in the circular. Completion and delivery of the proxy form will not preclude a shareholder of the Company from attending and voting in person at the EGM or any adjourned meeting thereof if the shareholder of the Company so desires, and in such event, the proxy form will be deemed to be revoked.

4. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint registered holders are present at the EGM personally or by proxy, then one of the registered holders so present whose name stands first on the register of members of the Company in respect of such share, or his/her proxy, shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect thereof.

5. The register of members of the Company will be closed, for the purpose of determining shareholders' entitlement to attend and vote at the EGM, from 25 May 2016 to 27 May 2016, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the EGM, unregistered holders of the shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on 24 May 2016.

As at the date of this notice of meeting, the executive directors of the Company are Mr. Hu Changyuan, Mr. Hu Minglie, Mr. Wang Jianli, Mr. Ma Wanjun and Mr. Chen Jianhua; the non-executive director of the Company is Mr. Dai Jianchun and the independent non-executive directors of the Company are Mr. Mao Xuechang, Mr. Chai Chaoming and Dr. Lou Dong.